Warshaw–Soros Dispute Shifts To Battle Over Contract Validity.

The legal fight between Connoisseur Media CEO Jeff Warshaw and Soros Fund Management has sharpened into a direct battle over whether his lawsuit survives at all. Warshaw filed suit in Connecticut Superior Court last May seeking monetary damages, alleging he had a pivotal role in the SFM’s deal to take a controlling stake in Audacy.

But SFM and executive Michael Del Nin asked the Connecticut Superior Court in January to dismiss Warshaw’s complaint in its entirety, arguing that all counts “fail as a matter of law.” They say the case centers around an Oct. 27, 2023, phone call during which they dispute the idea that Del Nin made promises before Warshaw disclosed the Audacy opportunity. That included a pledge to appoint Warshaw as CEO of the targeted company, or pay him 5% of the profits made. In their motion, SFM and Del Nin “categorically deny that any promises were made” to Warshaw, or that Del Nin engaged in any deceitful conduct.

At the core of the SFM motion is the argument that Warshaw’s claims are built on an enforceable contract. They argue a valid agreement must be “definite and certain as to its terms and requirements” like a salary, conditions of employment or how profits are calculated. SFM argues the alleged promise of CEO employment is too vague to stand. And they attack the 5% profit-sharing allegation, arguing no conversations were had about what they would entail.

SFM also says the claim that the alliance would include the rolling up of Connoisseur’s Connecticut stations into Audacy when it emerged from bankruptcy was never discussed in much detail. They say the total purchase price for the Connoisseur cluster was never agreed to, arguing it was merely a conversation that was “neither definite nor certain.” The bottom line, they argue, is that it is nothing more than a contractual disagreement that doesn’t rise to the level of violating the Connecticut Unfair Trade Practices Act.

Warshaw Fires Back

As had been expected, Warshaw this week asked Judge Sheila Ozalis to reject SFM’s request to dismiss the claims. His motion says the defendants improperly attacked factual allegations that must be accepted as true at this stage of the case, going beyond the normal bounds of seeking to get portions of a suit dismissed.

Warshaw frames the dispute as a straightforward breach of an oral agreement. He alleges Del Nin agreed that in exchange for sourcing the Audacy opportunity, Warshaw would either become CEO of the company or receive 5% of SFM’s profits from the deal. While SFM argues the alleged contract was too indefinite to be enforceable, Warshaw counters that Connecticut law does not require every compensation detail to be fixed at the outset. Citing precedent, his filing states that “a contract that leaves the exact payment terms to be decided later is no less a contract.”

The filing also rejects SFM’s effort to characterize the arrangement as a traditional employment agreement. “Warshaw did not allege a traditional employer-employee relationship; he alleged an agreement between two sophisticated business parties,” the filing says. Warshaw argues that even if the agreement were considered initially indefinite, his full involvement made it binding as he spoke with Del Nin over 130 times on the phone — including 107 calls allegedly initiated by Del Nin.

What’s At Stake

SFM’s motion to strike, if granted, would eliminate some or all of Warshaw’s claims at the pleading stage. For now, the dispute remains in the hands of a Connecticut judge. A ruling has not yet been issued.